April 7, 2005

Securities and Exchange Commission

Dear Securities and Exchange Commission,

I am writing to urge the Securities and Exchange Commission to act on its proposed rule making on executive compensation disclosure. Too often executives are richly rewarded even when their companies' performance is below par. Without better disclosure, shareholders, employees and the general public cannot evaluate whether executive pay packages are unjustly enriching executives at shareholder cost or providing fair compensation.

The newly proposed rules will make this crucial information more accessible to shareholders and the public. The new requirements to disclose total compensation figures, pensions and detailed compensation breakdowns will make it clear exactly how much top executives are earning and why.

I believe that CEO pay should be set by independent directors. Under the proposed rule, a director could secretly do $120,000 in business with a company, an amount that is more than four times the average worker's annual pay of $27,460. Shareholders should be told if directors have potential conflicts of interest, no matter what the amount.

I also urge the SEC to require that companies disclose pay-for-performance data. In order for investors to understand how pay and performance match up, companies need to explain more clearly what level of performance is necessary for a particular level of pay. I urge the SEC to require companies to disclose both the performance criteria and the performance targets they use when setting executive pay.

My husband is one that has lost most of the pension benefits and all of the medical benefits promised to him after retirement for his 33 years of dedicated work for a company whose bankruptcy has left our planned future in shambles. Of course, he is not able to afford to retire now.

In each succeeding transfer of ownership, the SAME MANAGEMENT HAS BEEN KEPT IN PLACE!!! How can this be allowed to happen?

There are not enough words to convey my anger and disappointment of companies being able to destroy the lives of their workers while going on their merry way, not only with no personal consequences, but with compensation for mismanagement! One can only feel sorry for those with no conscience. Someday they will have to answer for their dastardly deeds.


Karin Knox
28 Willow Haven Dr.
Elyria, Ohio 44035